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Published: 2008-03-26

Supplemental Executive Retirement Plan - Ford Motor Co.



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
 
As applicable to retirements of Eligible Executives on or after 
January 1, 19921
Amended through December 18, 2000


Section 1. Introduction.  On January 1, 1985, the Company  established 
this Plan  for  the  purpose  of  providing   Eligible   Executives  
with  a  monthly Supplemental  Benefit for their lifetime in the event 
of their  retirement  from employment with the Company under certain 
circumstances.  The Plan also provides for the award of Conditional  
Annuities and Pension Parity  Benefits to selected Eligible Executives 
under certain circumstances.


Section 2. Definitions. As used in the Plan, the following terms shall 
have the following meanings, respectively:

2.01 "Affiliate" shall mean, as applied with respect to any person or 
legal entity specified, a person or legal entity that directly or 
indirectly,  through one or more  intermediaries,  controls or is  
controlled  by, or is under common control with, the person or legal 
entity specified.

2.02  "Committee"  shall mean the Compensation and Option Committee of 
Ford Motor Company.

2.03 "Company"  shall mean Ford Motor Company,  Ford Motor Credit  
Company, and such of the subsidiaries of the Company as, with the 
consent of the Company, shall have adopted the Plan.

2.04 "Credited  Service" shall mean without  duplication  the years and any
fractional  year of credited  service at retirement,  not exceeding one 
year for any calendar year, of the Eligible Executive under all the 
Retirement Plans.

2.05  "Designated  Beneficiary"  shall  mean the  beneficiary  or  
beneficiaries designated by an Eligible  Executive or Eligible Retired  
Executive in a writing filed with the Company (subject to such 
limitations as to the classes and number of beneficiaries and 
contingent  beneficiaries and such other limitations as the Committee 
may  prescribe) to receive,  in the event of the death of the Eligible
Executive or Eligible Retired Executive,  the Death Benefits provided 
in Section 4.04. An Eligible  Executive or Eligible  Retired  
Executive  shall be deemed to have  designated as  beneficiary or  
beneficiaries  under the Plan the person or persons who receive such 
Eligible  Executive's or Eligible  Retired  Executive's life insurance 
 proceeds under the Company-paid Basic Life Insurance Plan unless
such Eligible  Executive or Eligible Retired  Executive shall have 
assigned such life insurance in which event the Death Benefits shall 
be paid to such assignee; provided,  however, that if the Eligible 
Executive or Eligible Retired Executive shall  have  filed  with  the  
Company  a  written  designation  of a  different beneficiary  or  
beneficiaries  under  the Plan,  such  

----- 
1See  Appendix A for  provisions  applicable  to  retirements  of 
Eligible Executives  on or  after  January  1,  1985  and  prior to  
January  1,  1992 or retirements of Eligible Executives from certain 
former Company Affiliates.



                                       2

beneficiary  form shall  control.  An Eligible  Executive  or  Eligible  Retired
Executive  may from  time to time  revoke  or  change  any such  designation  of
beneficiary  and  any  designation  of  beneficiary  under  the  Plan  shall  be
controlling over any testamentary or other disposition;  provided, however, that
if the Committee  shall be in doubt as to the right of any such  beneficiary  to
receive  any  payment  under  the  Plan,  the  same  may be  paid  to the  legal
representatives  of the Eligible  Executive or Eligible  Retired  Executive,  in
which case the Company, the Committee and the members thereof shall not be under
any further liability to anyone.

     2.06  "Eligible  Executive"  shall mean a person who is the Chairman of the
Board,  the Vice  Chairman,  the  President  and  Chief  Executive  Officer,  an
Executive  Vice  President,  a Group Vice  President or a Vice  President of the
Company  (excluding any such person who is an employee of a foreign Affiliate of
the Company) or a Company  employee in  Leadership  Level Four or above,  or its
equivalent, (but for periods prior to July 1, 1996, excluding a Company employee
who is an employee of Jaguar Cars, a division of the Company).

     2.07 "Eligible Retired Executive" shall mean

     (a) with respect to Supplemental Benefits, an Eligible Executive who

          (1) shall retire  directly  from Company  employment  (i) on normal or
          disability  retirement  or (ii) with the approval of the Company at or
          after  age  55  on  early  retirement;  

          (2) will  receive a normal,  disability  or early  retirement  benefit
          under one or more Retirement Plans;

          (3) has at least ten years of  Credited  Service  without  duplication
          under all Retirement Plans; and

          (4)  has  at  least  five  continuous  years  of  Eligibility  Service
          immediately preceding retirement (unless the eligibility condition set
          forth in this  subparagraph (4) is waived by the Chairman of the Board
          or the President and Chief Executive Officer).

     (b) with respect to Conditional Annuity awards and Pension Parity Benefits,
     an  Eligible  Executive  (other than an Eligible  Executive  in  Leadership
     Levels Four through Two or its  equivalent)  who shall retire directly from
     Company employment, (i) on normal or disability retirement or (ii) with the
     approval of the Company at or after age 55 on early retirement.

     2.08  "Eligible  Surviving  Spouse"  for  purposes  of the  Pension  Parity
Surviving  Spouse  Benefit  shall  mean a  spouse  to whom an  Eligible  Retired
Executive has been married at least one year at the date of the Eligible Retired
Executive's death.

     2.09  "Eligibility  Service"  shall mean Company  service while an Eligible
Executive.



                                       3

     2.10 "FE&R"  shall mean Ford  Electronics  and  Refrigeration  LLC, but for
periods prior to February 1, 1999 shall mean Ford Electronics and  Refrigeration
Corporation.

     2.11 "FE&R Retirement  Plan" means the Salaried  Retirement Plan of FE&R as
it may be amended.

     2.12 "Final Five Year Average  Base Salary"  means the average of the final
five year-end  Monthly Base  Salaries  immediately  preceding  retirement of the
Eligible Retired Executive.

     2.13 "Final Three Year Average Base Salary"  means the average of the final
three year-end Monthly Base Salaries  immediately  preceding retirement or death
of the Eligible Retired Executive.

     2.14  "General  Retirement  Plan" or "GRP"  means  the Ford  Motor  Company
General Retirement Plan, as it may be amended.

     2.15 "Monthly Base Salary" of an Eligible  Executive means the monthly base
salary paid to such person while an Eligible  Executive on December 31, prior to
giving effect to any salary reduction  agreement pursuant to an employee benefit
plan, as defined in Section 3(3) of the Employee  Retirement Income Security Act
of 1974,  as  amended,  (i) to which  Section  125 or Section  402(e)(3)  of the
Internal  Revenue Code of 1986, as amended,  applies or (ii) which  provides for
the  elective  deferral  of  compensation.  It  does  not  include  supplemental
compensation or any other kind of extra or additional compensation.

     2.16 "Plan" means the Supplemental  Executive Retirement Plan of Ford Motor
Company, as amended.

     2.17 "Retirement  Plans" includes the General  Retirement Plan and the FE&R
Retirement Plan for periods prior to July 1, 2000.

     2.18  "Subsidiary"  shall mean,  as applied  with  respect to any person or
legal  entity  specified,  (i) a person or legal entity a majority of the voting
stock of which is owned or controlled,  directly or indirectly, by the person or
legal entity specified or (ii) any other type of business  organization in which
the person or legal entity specified owns or controls, directly or indirectly, a
majority interest.

     2.19 "Annual Incentive  Compensation  Plan" shall mean the Annual Incentive
Compensation Plan of Ford Motor Company.


     Section 3. Supplemental Benefits.

     3.01  Eligibility.  An  Eligible  Retired  Executive  shall be  eligible to
receive a Supplemental Benefit as provided herein.



                                       4

     3.02 Amount of Supplemental Benefit.

     (a) Subject to any  reductions  pursuant to Subsection (b) below and to any
limitations and reductions pursuant to other provisions of the Plan, the monthly
Supplemental  Benefit shall be an amount equal to the Eligible Executive's Final
Five Year Average Base Salary  multiplied by the Eligible  Executive's  years of
Credited  Service  at  retirement,  and  further  multiplied  by the  Applicable
Percentage  based  on  the  Eligible   Executive's   position  or  salary  grade
immediately preceding retirement, as follows:

For retirements on or after January 1, 1992 but prior to August 1, 1995

    Status at Retirement                                  Applicable Percentage
 
    Chairman, Vice Chairman, President                            .90%
    Executive Vice President                                      .80%
    Vice President                                                .70%
    Non-Vice Presidents
      - Salary Grade 21, 20, 19                                   .60%
      - Salary Grade 18, 17, 16                                   .40%
      - Salary Grade 15, 14, 13                                   .20%


For retirements on or after August 1, 1995 but prior to February 1, 2000

    Status at Retirement                                  Applicable Percentage

    Vice President Band
      - Chairman, Vice Chairman, President                        .90%
      - Executive Vice President                                  .80%
      - Group Vice President                                      .75%
      - Vice President                                            .70%
    Non-Vice President
      - General Executive Band                                    .60%
      - Executive Band                                            .40%
      - Salary Grade 15, 14, 13                                   .20%


For retirements on or after February 1, 2000

    Status at Retirement                                  Applicable Percentage

    Leadership Level One
      - Chairman, Vice Chairman, President                        .90%
      - Executive Vice President                                  .80%
      - Group Vice President                                      .75%
      - Vice President                                            .70%
 


                                       5

    Leadership Level Two1
      - Standard Benefit                                          .40%
      - Non-standard Benefit2                                     .60%
    Leadership Level Three                                        .20%
    Leadership Level Four                                         .20%
 
     (b) For an Eligible  Retired  Executive  who shall retire before age 62 the
monthly Supplemental Benefit payable hereunder shall equal the amount calculated
in accordance with the immediately  preceding  Subsection (a) reduced by 5/18 of
1%  multiplied  by  the  number  of  months  from  the  later  of the  date  the
Supplemental  Benefit  commences  or age 55 in the case of  earlier  receipt  by
reason of disability retirement to the first day of the month after the Eligible
Retired Executive would attain age 62.

     3.03 Payments.  Subject to the earning-out  conditions set forth in Section
6, Supplemental  Benefits, in the amount determined under Section 3.02, shall be
payable out of the Company's general funds monthly beginning on the first day of
the month when the Eligible  Retired  Executive's  retirement  benefit under any
Retirement  Plan or under the  Company's  Executive  Separation  Allowance  Plan
begins.  Payments to an Eligible Retired Executive  hereunder shall cease at the
end of the month in which the Eligible Retired Executive dies.


     Section 4. Conditional Annuities.

     4.01  Eligibility.  The  Committee  may,  in its  discretion,  award  to an
Eligible  Executive (other than an Eligible  Executive in Leadership Levels Four
through Two or its  equivalent)  additional  retirement  income in the form of a
Conditional Annuity.

     4.02 Amount of Conditional Annuity.

     (a) In determining the amount of any  Conditional  Annuity to be awarded to

an Eligible  Executive for any year, the Committee  shall consider the Company's
profit performance and the amount that is awarded to such Eligible Executive for
such year under the Annual  Incentive  Compensation  Plan.  Awards shall be made
only for years in which the  Committee  has  decided,  for  reasons  other  than
individual or corporate  performance or  termination  of employment,  to make an
award to an Eligible  Executive  under the Annual  Incentive  Compensation  Plan
which is less than would have been  awarded if the  historical  relationship  to
awards to other executives had been followed.

     (b) The aggregate  annual amount  payable under the  Conditional  Annuities
awarded  to any  Eligible  Executive  shall not  exceed  an amount  equal to the
Applicable  Percentage of the average of such Eligible  Executive's  Final Three
Year Average Base Salary, determined in accordance with the following table:
-----
1 General  Executive Band Eligible  Executives  who, on or after January 1, 2000
were  reclassified  as  Leadership  Level  Two  Employees,  shall  retain  their
entitlement   to   the   .60%   Applicable    Percentage   regardless   of   the
reclassification.
2 The  non-standard  benefit will be available for Leadership Level Two Eligible
Executives  only upon  approval of the President  and Chief  Executive  Officer,
Group  Vice   President  and  Chief   Financial   Officer  and  Executive   Vice
President-Human Resources.


                                       6

                                                Applicable Percentage
    Number of Years for                 Chairman,                    All Other
    which a Conditional                 Vice Chairman                Eligible
    Annuity is awarded                  and President                Executives

            1                                30%                        20%
            2                                35                         25
            3                                40                         30
            4                                45                         35
            5 or more                        50                         40

     The  percentage  shall be reduced  pro rata to the extent  that  service at
retirement is less than 30 years.

     4.03 Payments.

     (a)  Subject  to  the  earning-out  conditions  set  forth  in  Section  6,
Conditional  Annuities,  in the amount  determined  under Section 4.02, shall be
payable out of the Company's general funds monthly beginning on the first day of
the month when the Eligible  Retired  Executive's  retirement  benefit under any
Retirement  Plan or under the  Company's  Executive  Separation  Allowance  Plan
begins. Except as provided in Section 4.04, payments with respect to an Eligible
Retired  Executive  hereunder  shall cease at the end of the month in which such
Eligible Retired Executive dies.

     (b) For an  Eligible  Executive  who  retires  before age 65,  the  monthly
payment under any Conditional  Annuity awarded to such Eligible  Executive shall
equal the  actuarial  equivalent  (based on factors  determined by the Company's
independent  consulting actuary) of the monthly amount payable for retirement at
age 65.

     4.04 Death Benefits.  Upon death before  retirement but at or after age 55,
the Eligible Executive's  Designated  Beneficiary shall be paid a lump sum equal
to 30 times  (representing 30 months) the aggregate monthly amount payable under
such Eligible  Executive's  Conditional  Annuities if the Eligible Executive had
been age 55 at death, increased by one-third of one month for each full month by
which  such  Eligible  Executive's  age at death  shall  exceed age 55. If death
occurs within 120 months  following  retirement,  the monthly payments under the
Conditional  Annuity shall be continued to the  Designated  Beneficiary  for the
remaining balance of the 120 month period following retirement.


     Section 5. Pension Parity Benefits.

     Section 5.01  Eligibility.  For retirements on or after October 1, 1998, an
Eligible  Retired  Executive at Ford Motor  Company  (U.S.) or Ford Motor Credit
Company  (U.S.) who held the position of a Vice President or above at Ford Motor
Company  (U.S.)  immediately  prior to  retirement  and who had  service  with a
subsidiary, including an international subsidiary, at any time prior to becoming
an employee of Ford Motor  Company  (U.S.) or Ford Motor Credit  Company  (U.S.)
shall be eligible to receive a Pension Parity Benefit as provided below.



                                       7

     Section 5.02 Amount of Pension Parity  Benefit.  The monthly Pension Parity
Benefit shall be an amount equal to the difference  between (i) and (ii),  where
(i) is the amount of the monthly retirement benefit which would be payable under
the  GRP,  the  Executive  Separation  Allowance  Plan  ("ESAP"),   the  Benefit
Equalization Plan ("BEP"),  and the Select Retirement Plan ("SRP") if all of the
Eligible Retired  Executive's  years of service under the  GRP/ESAP/BEP/SRP  and
each of the subsidiary's  retirement plans were counted as years of contributory
service under the  GRP/ESAP/BEP/SRP and (ii) is the amount of monthly retirement
benefit  that  is  or  was  payable  under  the   GRP/ESAP/BEP/SRP,   under  the
subsidiary's  retirement plans,  under this Plan as a Supplemental  Benefit or a
Conditional  Annuity,  if  applicable,  or under any other plan  sponsored  by a
subsidiary which provided  pension-type benefits (and if such benefits were paid
in a lump sum as a  termination  benefit,  this Plan shall  convert the lump sum
into an actuarial  equivalent  annuity (as determined by an independent  actuary
appointed  by Ford Motor  Company)  payable in the same form as the GRP  pension
payable to the Eligible Retired Executive, or as was otherwise required pursuant
to a  qualified  domestic  relations  order  for  purposes  of  determining  the
appropriate offset.)

     Section  5.03  Pension  Parity  Surviving  Spouse  Benefits.   An  Eligible
Surviving Spouse shall be entitled to receive a monthly Pension Parity Surviving
Spouse  Benefit  upon the death of the Eligible  Retired  Executive in an amount
equal  to the  difference  between  (i) and  (ii),  where  (i) is the  actuarial
equivalent  (as  determined by an  independent  actuary  appointed by Ford Motor
Company) of the amount of the monthly  survivor's  benefit that would be payable
under the GRP, the ESAP,  the BEP,  and the SRP if all of the  Eligible  Retired
Executive's  years  of  service  under  the  GRP/ESAP/BEP/SRP  and  each  of the
subsidiary's  retirement  plans were  counted as years of  contributory  service
under the  GRP/ESAP/BEP/SRP  and (ii) is the  actuarial  equivalent  (under  the
method described in (i) above) of the amount of the monthly  survivor's  benefit
that is or was payable  under the  GRP/ESAP/BEP/SRP,  under Section 4.04 of this
Plan if the Designated  Beneficiary was an Eligible Surviving Spouse,  under the
subsidiary's retirement plans, or under any other plan sponsored by a subsidiary
which provided pension-type survivor benefits.
 
     Section 5.04 Payment.  Subject to the  earning-out  conditions set forth in
Section 6, the Pension Parity Benefit,  in the amount  determined  under Section
5.02, shall be payable out of the Company's  general funds monthly  beginning on
the first day of the month  when the  Eligible  Retired  Executive's  retirement
benefit under any Retirement  Plan or under the ESAP  commences.  Payments to an
Eligible  Retired  Executive  hereunder  shall  cease at the end of the month in
which the Eligible  Retired  Executive dies. The Pension Parity Surviving Spouse
Benefit,  in the amount  determined  under Section 5.03, shall be payable out of
the  Company's  general  funds  monthly  beginning on the first day of the month
following the Eligible  Retired  Executive's  death.  Pension  Parity  Surviving
Spouse Benefits paid to an Eligible  Surviving  Spouse shall cease at the end of
the month in which the Eligible Surviving Spouse dies.



                                       8


     Section 5.05  Administration and Interpretation.  The Vice  President-Human
Resources and the Group Vice  President and Chief  Financial  Officer shall have
the full  power  and  authority  to  develop  uniform  administrative  rules and
procedures  to  administer  the Pension  Parity  Benefit and the Pension  Parity
Surviving Spouse Benefit,  and specifically  shall have the authority to develop
rules to cover  specific  situations  that may require  that the Pension  Parity
Benefit or the Pension Parity Surviving Spouse Benefit to be adjusted to reflect
retirement payments from other sources in respect of prior subsidiary service of
the  Eligible  Retired  Executive.  In the event of a change  in the  designated
officer's  title,  the officer or officers with  functional  responsibility  for
Retirement  Plans shall have the power and authority to administer and interpret
this Plan.
 

     Section  6.  Earning  Out  Conditions.  Anything  herein  contained  to the
contrary notwithstanding, the right of any Eligible Retired Executive to receive
Supplemental  Benefit,  Conditional Annuity or Pension Parity payments hereunder
for any month shall  accrue only if,  during the entire  period from the date of
retirement to the end of such month, the Eligible  Retired  Executive shall have
earned out such payment by  refraining  from  engaging in any  activity  that is
directly or  indirectly in  competition  with any activity of the Company or any
Subsidiary or Affiliate thereof.

     In the  event of an  Eligible  Retired  Executive's  nonfulfillment  of the
condition set forth in the immediately  preceding paragraph,  no further payment
shall be made to the Eligible Retired  Executive or the Designated  Beneficiary;
provided,  however,  that the  nonfulfillment  of such condition may at any time
(whether  before,  at the time of or subsequent to termination of employment) be
waived in the following manner:

     (1) with respect to any such  Eligible  Retired  Executive  who at any time
     shall  have been a member  of the Board of  Directors,  an  Executive  Vice
     President,  a Group Vice President,  a Vice President,  the Treasurer,  the
     Controller or the  Secretary of the Company,  such waiver may be granted by
     the Committee upon its determination  that in its sole judgment there shall
     not  have  been and will not be any  substantial  adverse  effect  upon the
     Company  or  any   Subsidiary  or  Affiliate   thereof  by  reason  of  the
     nonfulfillment of such condition; and

     (2) with respect to any other such Eligible Retired Executive,  such waiver
     may be granted by the Annual Incentive Compensation Committee of Ford Motor
     Company  (or any  committee  appointed  by it for  the  purpose)  upon  its
     determination  that in its sole judgment there shall not have been and will
     not be any such substantial adverse effect.

     Anything  herein  contained to the contrary  notwithstanding,  Supplemental
Benefit, Conditional Annuity and Pension Parity payments shall not be paid to or
with respect to any person as to whom it has been determined that such person at
any time (whether before or subsequent to termination of employment)  acted in a
manner  inimical to the best  interests of the Company.  Any such  determination
shall  be  made  by (i) the  Committee  with  respect  to any  Eligible  Retired
Executive who at any time shall have been a member of the Board of Directors, an



                                       9

Executive  Vice  President,  a  Group  Vice  President,  a Vice  President,  the
Treasurer,  the Controller or the Secretary of the Company,  and (ii) the Annual
Incentive  Compensation  Committee  of Ford  Motor  Company  (or  any  committee
appointed by it for the  purpose)  with  respect to any other  Eligible  Retired
Executive,  and  shall  apply  to any  amounts  payable  after  the  date of the
applicable  committee's  action  hereunder,  regardless  of whether the Eligible
Retired Executive has commenced receiving any benefits hereunder.  Conduct which
constitutes   engaging  in  an  activity  that  is  directly  or  indirectly  in
competition  with any  activity of the Company or any  Subsidiary  or  Affiliate
thereof shall be governed by the two  immediately  preceding  paragraphs of this
Section 6 and shall not be subject to any determination under this paragraph.


     Section 7. General Provisions.

     7.01 Administration and Interpretation.  An otherwise Eligible  Executive's
early  retirement  under  the  Plan is  subject  to  approval  by the  Executive
Personnel Committee.  Except as otherwise provided in the preceding sentence and
except  as the  committees  specified  in  Sections  4 and 6 are  authorized  to
administer the Plan in certain respects, the Vice President-Human  Resources and
the Group Vice President and Chief  Financial  Officer shall have full power and
authority on behalf of the Company to administer  and interpret the Plan. In the
event of a change in a designated  officer's title, the officer or officers with
functional  responsibility  for  Retirement  Plans  shall  have  the  power  and
authority to administer  and interpret the Plan.  All decisions  with respect to
the  administration  and  interpretation of the Plan shall be final and shall be
binding upon all persons.

     7.02  Deductions.  The Company may deduct from any payment of  Supplemental
Benefits,  Conditional Annuity awards, or Pension Parity Benefits to an Eligible
Retired  Executive or Pension Parity  Surviving  Spouse  Benefits to an Eligible
Surviving Spouse all amounts owing to it by such Eligible  Retired  Executive or
Eligible  Surviving  Spouse for any  reason,  and all taxes  required  by law or
government regulation to be deducted or withheld.
 
     7.03 No Contract of Employment.  The Plan is an expression of the Company's
present  policy  with  respect to Company  executives  who meet the  eligibility
requirements  set forth herein;  it is not a part of any contract of employment.
No Eligible Executive, Designated Beneficiary,  Eligible Surviving Spouse or any
other  person shall have any legal or other right to any  Supplemental  Benefit,
Conditional  Annuity,  Pension Parity Benefit or Pension Parity Surviving Spouse
Benefit.

     7.04  Governing  Law.  Except as otherwise  provided under federal law, the
Plan and all rights thereunder shall be governed,  construed and administered in
accordance with the laws of the State of Michigan.

     7.05 Amendment or Termination.  The Company reserves the right to modify or
amend,  in whole or in part,  or to  terminate  this Plan,  at any time  without
notice.


                                   Appendix A
 
     Applicable  to  retirements  of Eligible  Executives on or after January 1,
1985 but prior to January 1, 1992, or  retirements of Eligible  Executives  from
certain former Company Affiliates.

     Section 1. Definitions. The terms used in this Appendix shall have the same
meaning  as those in the  Supplemental  Executive  Retirement  Plan,  except  as
follows:

     1.01  "Contributory  Service" shall mean without  duplication the years and
     any fractional  year of contributory  service at retirement,  not exceeding
     one year  for any  calendar  year,  of the  Eligible  Executive  under  all
     Retirement Plans.

     1.02  "Eligible  Executive"  shall mean a person who is the Chairman of the
     Board, the Vice Chairman,  the President,  an Executive Vice President or a
     Vice President of the Company (excluding any such person who is an employee
     of a foreign  Affiliate  of the  Company)  or a Company  employee in Salary
     Grade 13 or its  equivalent or above (Salary Grade 20 or its  equivalent or
     above for Company employees prior to January 1, 1989).

     Section 2. Supplemental Benefits.

     2.01  Eligibility.  An  Eligible  Retired  Executive  shall be  eligible to
     receive a Supplemental Benefit as provided herein.

     2.02 Amount of Supplemental Benefit.

     (a) Subject to any  reductions  pursuant to Subsection (b) below and to any
limitations and reductions pursuant to other provisions of the Plan, the monthly
Supplemental Benefit shall be an amount determined as follows:

          (1) For those  participants  who were Eligible  Executives on or after
          January 1, 1989 and retired  prior to January 1, 1992, an amount equal
          to the  Eligible  Executive's  Final  Five Year  Average  Base  Salary
          multiplied by the Eligible  Executive's years of Contributory  Service
          at retirement,  and further  multiplied by the  Applicable  Percentage
          based on the Eligible Executive's position or salary grade immediately
          preceding retirement and on when the Contributory Service occurred, as
          follows:

          Status at Retirement                      Applicable Percentage
                                             Contributory          Contributory
                                              Service               Service
                                             before 1/1/89         from 1/1/89
          Chairman, Vice Chairman,
           President                          .60%                   .90%
          Executive Vice President            .50%                   .80%
          Vice Presidents
           Salary Grade 23                    .40%                   .70%
           Salary Grade 22                    .40%                   .70%
           Salary Grade 21                    .40%                   .70%
           Salary Grade 20                    .40%                   .70%



                                       2

          Non-Vice Presidents
           Salary Grade 21                    .30%                   .60%
           Salary Grade 20                    .30%                   .60%
           Salary Grade 19                    .30%                   .60%
           Salary Grade 18, 17, 16            .20%                   .40%
           Salary Grade 15, 14, 13            .10%                   .20%

          (2) For  those  participants  who were  Eligible  Executives  prior to
          January 1, 1989 and who retired prior to January 1, 1992,  the greater
          of (A) or (B):

          (A) the  Eligible  Executive's  Final Five Year  Average  Base  Salary
          multiplied by the Eligible  Executive's  Credited Service, and further
          multiplied  by  the  Applicable   Percentage  based  on  the  Eligible
          Executive's position or salary grade immediately preceding retirement,
          as follows:

          Status at Retirement                           Applicable Percentage

          Chairman, Vice Chairman,
          President                                             .50%
          Executive Vice President                              .40%
          Vice President
          Salary Grade 23                                       .35%
          Salary Grade 22                                       .30%
          Salary Grade 21                                       .25%
          Salary Grade 20                                       .20%
          Non-Vice Presidents
          Salary Grade 21                                       .25%
          Salary Grade 20                                       .20%

          (B) the  Eligible  Executive's  Final Five Year  Average  Base  Salary
          multiplied  by the  Eligible  Executive's  Contributory  Service,  and
          further  multiplied by the Applicable  Percentage set forth in Section
          (a)(1)  above  based on the  Eligible  Executive's  position or salary
          grade  immediately  preceding  retirement and on when the Contributory
          Service occurred.

     (b) For an Eligible  Retired  Executive  who shall retire before age 62 the
monthly Supplemental Benefit payable hereunder shall equal the amount calculated
in accordance with the immediately  preceding  Subsection (a) reduced by 5/18 of
1%  multiplied  by  the  number  of  months  from  the  later  of the  date  the
Supplemental  Benefit  commences  or age 55 in the case of  earlier  receipt  by
reason of disability retirement to the first day of the month after the Eligible
Retired Executive would attain age 62.



                                       3

     Section 3. Former Affiliates and Former Employees.

     3.01 Ford Aerospace Corporation.  An employee of Ford Aerospace Corporation
who was a Vice  President of Ford Motor  Company as of April 1, 1985 and retired
May 1, 1985 shall be deemed to be an Eligible  Executive under the Plan only for
Supplemental  Benefits and shall be eligible to receive such benefits  under the
Plan  based on  Credited  Service  under the  Salaried  Retirement  Plan of Ford
Aerospace Corporation.

     3.02 Ford New Holland,  Inc. The  following  shall be  applicable to former
employees of Ford Tractor  Operations  who were  transferred to Ford New Holland
(FNH) and who  participated  in the General  Retirement Plan for service through
December 31, 1989 ("FNH Employees").

     (a) Retirement-Eligible FNH Employees as of January 1, 1989.

     A FNH Employee who was eligible to retire under the General Retirement Plan
on or prior to January 1, 1989, and who was in a position equivalent to a Salary
Grade 13 or above on December 31, 1989, and who retires  directly from FNH shall
be  deemed to be an  Eligible  Executive  under  the Plan only for  Supplemental
Benefits and shall  receive such benefits as are  applicable  under the terms of
the Plan in effect at the date of  retirement,  if  retired  prior to January 1,
1992,  or the terms of the Plan in effect on January  1, 1992,  if retired on or
after January 1, 1992; provided,  however,  that for purposes of calculating the
Supplemental  Benefit,  the Plan shall use (i) the employee's position or salary
grade at FNH as of December  31,  1989;  (ii) the Final Five Year  Average  Base
Salary immediately  preceding retirement of the Eligible Executive from FNH; and
(iii) the employee's Credited Service or Contributory Service, as applicable, as
of December 31, 1989.

     (b) Non-Retirement Eligible Employees as of January 1, 1989.

     A FNH Employee who was not eligible to retire under the General  Retirement
Plan on or prior to January 1, 1989,  and who was in a position  equivalent to a
Salary Grade 13 or above on December 31, 1989, and who retires directly from FNH
shall be deemed to be an Eligible Executive under the Plan only for Supplemental
Benefits and shall  receive such benefits as are  applicable  under the terms of
the Plan in effect as of January 1, 1989; provided,  however,  that for purposes
of calculating the Supplemental  Benefit,  the Plan shall use (i) the employee's
position or salary  grade at FNH as of December  31,  1989;  (ii) the Final Five
Year  Average  Base  Salary as of  January  1,  1989;  and (iii) the  employee's
Contributory Service as of December 31, 1989.

     3.03 Sale of Favesa Operations to Lear Seating Corporation.

     An Eligible  Executive  whose  employment  was  transferred to Lear Seating
Corporation  by reason  of the sale of a portion  of  Plastic  and Trim  Product
Division's  seat  operations to Lear on November 1, 1993 and who was eligible to
retire under the terms of the General Retirement Plan as of December 31,



                                       4

1993,  shall retain  eligibility  to receive a Supplemental  Benefit,  and shall
receive such benefits as are applicable under the terms of the Plan in effect as
of December 31, 1993;  provided,  however that for purposes of  calculating  the
Supplemental  Benefit,  the Plan shall use (i) the employee's position or salary
grade with the Company as of December 31, 1993; (ii) the Final Five Year Average
Base Salary as of December 31, 1993; and (iii) the employee's  Credited  Service
as of December 31, 1993.

     3.04 Visteon Corporation. The following shall be applicable to employees of
Ford who were transferred to Visteon Corporation on April 1, 2000 ("U.S. Visteon
Employees") and who ceased active  participation in the Plan as of June 30, 2000
after Visteon Corporation was spun-off from Ford, June 28, 2000.

          (a)  Group I and Group II Employees.

               For purposes of this paragraph, a "Group I Employee" shall mean a
               U.S.  Visteon  Employee  who as of July 1, 2000 was  eligible for
               immediate normal or regular early retirement under the provisions
               of the GRP as in effect on July 1,  2000.  A "Group II  Employee"
               shall  mean a U.S.  Visteon  Employee  who  (i) was not a Group I
               Employee;  (ii) had as of July 1, 2000 a  combination  of age and
               continuous  service  that  equals or exceeds  sixty  (60)  points
               (partial months disregarded); and (iii) could become eligible for
               normal or regular early  retirement  under the  provisions of the
               GRP as in effect on July 1, 2000 within the period  after July 1,
               2000 equal to the  employee's  Ford service as of July 1, 2000. A
               Group I or Group II Employee shall retain  eligibility to receive
               a  Supplemental  Benefit and shall  receive such  benefits as are
               applicable  under  the  terms  of  the  Plan  in  effect  on  the
               retirement date, based on meeting eligibility criteria as of July
               1, 2000 and  Credited  Service on July 1, 2000 and the Final Five
               Year Average Base Salary as of the retirement date.

          (b)  Group III Employees.

               For purposes of this paragraph, a "Group III Employee" shall mean
               a U.S. Visteon Employee who participated in the GRP prior to July
               1, 2000 other than a Group I or Group II Employee. The Plan shall
               have no liability for any benefits payable to Group III Employees
               who were  otherwise  eligible  hereunder with respect to Credited
               Service prior to July 1, 2000 on or after July 1, 2000.

     Section 4.  General.  Except as otherwise  provided in this Appendix A, the
terms of the Plan  applicable to retirements of Eligible  Executives on or after
January 1, 1992 shall be applicable to the retirements of Eligible Executives on
or after January 1, 1985 but prior to January 1, 1992.